Cooper Energy : Acquisition of the Orbost Gas Processing Plant

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Map of Orbost Gas Processing Plant and Cooper Energy tenements.

Equity raising

Cooper Energy announces a fully underwritten $244 million equity raising of fully paid ordinary shares at an offer price of $0.245 per new share. Cooper Energy proposes to issue approximately 966 million New Shares in conjunction with the equity raising, structured as:

• $84 million placement to institutional investors
• 2-for-5accelerated, non-renounceable entitlement offer to raise $160 million The offer price represents a:
• 16.3% discount to the 1-day volume weighted average share price on 17 June 2022;
• 17.1% discount to the 5-day volume weighted average share price on 17 June 2022; and
• 10.8% discount to the theoretical ex-rights price of $0.2754.

Each new share issued will rank equally with all existing fully paid ordinary Cooper Energy shares on issue. Cooper Energy will apply for quotation of the New Shares on the ASX.

The Equity Raising is fully underwritten by Canaccord Genuity (Australia) Limited, Euroz Hartleys Limited and RBC Capital Markets pursuant to an underwriting agreement between Cooper Energy and the Underwriters. Further information is contained in the investor presentation released to the ASX in

4 Theoretical ex-rights price calculated using 1-day volume weighted average share price on 17 June 2022

3

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ASX Announcement / Media Release

conjunction with this announcement, including a summary of the termination events included in the underwriting agreement.

New debt facility

Cooper Energy has executed binding commitment letters with a group of domestic and international relationship banks for a new $400 million revolving corporate debt facility and $20 million working capital facility with a maturity date of 30 September 2027. The new debt facility will provide a significant uplift to the existing facility limit of approximately $200 million. There will be an ability to increase the limit by a further $120 million (increase to facility limit is uncommitted and subject to lender approval). Financial close under the new debt facility is subject to completion of the Acquisition, as well as customary conditions precedent for a facility of this nature and is expected to occur by 31 July 2022.

Completion of the Acquisition is not reliant on the new debt facility and completion of the Acquisition is expected prior to the new debt facility reaching financial close.

Details of the entitlement offer

The entitlement offer is available to all registered shareholders who hold shares in Cooper Energy on the record date (defined below) with a registered address in Australia, New Zealand, or certain other foreign jurisdictions determined by the Directors of Cooper Energy as described in the investor presentation released to the ASX at the same time as this announcement ("Investor Presentation").

Under the retail entitlement offer, eligible retail shareholders will be able to subscribe for 2 New Shares for every 5 existing Cooper Energy shares held as at the record date being 7.00pm AEST on Wednesday, 22 June 2022.

The entitlement offer comprises the following components:

• Institutional Entitlement Offer - Eligible institutional shareholders are invited to take up all or part of their entitlement under the institutional component of the entitlement offer.
  The Institutional Entitlement Offer will open today and is expected to close at 4:00pm AEST on Tuesday, 21 June 2022. Institutional entitlements not taken up, along with entitlements of ineligible institutional shareholders, will be sold under an institutional shortfall bookbuild.
• Retail Entitlement Offer - Eligible retail shareholders will be allotted their entitlements under the Retail Entitlement Offer which can be taken up in whole or in part, or in whole with the ability to subscribe for additional New Shares in excess of their entitlement, to be allocated in the top-up facility.
  The Retail Entitlement Offer will open on Tuesday, 28 June 2022. The Retail Entitlement Offer will be conducted at the same Offer Price and ratio as under the Institutional Entitlement Offer.
  A retail offer booklet containing information in respect of the Retail Entitlement Offer ("Retail Offer Booklet") will be lodged with ASX on Tuesday, 28 June 2022. Eligible retail shareholders who have nominated to receive documents from Cooper Energy electronically will receive access via email on Tuesday, 28 June 2022 to a copy of a Retail Offer Booklet and a personalised entitlement and acceptance form. Eligible retail shareholders who have not elected to receive electronic communications will be posted a letter on Tuesday, 28 June 2022 detailing how to access the Retail Offer Booklet and their personalised entitlement and acceptance form. Entitlements to subscribe for New Shares under the Entitlement Offer cannot be traded.

For personal use only

ASX Announcement / Media Release

Retail shareholders that are not an Eligible Retail Shareholder are "Ineligible Retail Shareholders" and are not entitled to participate in the Equity Raising.

Note: All dates and times above are indicative only, and Cooper Energy reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), ASX Listing Rules and other applicable laws. All times and dates are in reference to Australian Eastern Standard time. The commencement of quotation of New Shares under the Equity Raising is subject to confirmation from ASX.

Further information

Cooper Energy expects to announce the outcome of the Institutional Entitlement Offer to the market on Thursday, 23 June 2022 and will remain in a trading halt until this time.

In conjunction with this announcement, the Company has today released to the ASX a Cleansing Notice (in accordance with section 708AA(2)(f) of the Corporations Act 2001 (Cth) (as modified by ASIC instrument)), an investor presentation and an Appendix 3B (New Issue Announcement) in connection with the Equity Raising.

Further details about the Equity Raising are set out in these documents. The Investor Presentation contains important information including key risks, assumptions and foreign selling restrictions with respect to the Equity Raising. The investor presentation also outlines material information concerning the asset sale agreement and transitional services agreement executed between Cooper Energy and APA and the termination events of the underwriting agreement executed between Cooper Energy and the Underwriters.